Income Tax

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Tax

Note 9—Income Tax

The income tax provision for the year ended December 31, 2021 and for the period from October 7, 2020 (inception) through December 31, 2020 consists of the following:

	December 31, 2021			December 31, 2020
Federal
Current	$	-		$	-
Deferred		(562,453	)		(11,279	)
State
Current		-			-
Deferred		-			-
Change in valuation allowance		562,453			11,279
Income tax provision	$	-		$	-

The Company’s net deferred tax asset is as follows:

	December 31, 2021			December 31, 2020
Deferred tax assets
Net operating loss carryforward	$	38,553		$	-
Startup and organizational costs		535,179			11,279
Total deferred tax assets		573,732			11,279
Valuation allowance		(573,732	)		(11,279	)
Deferred tax assets, net of allowance	$	-		$	-

As of December 31, 2021, the Company had $183,587 of U.S. federal net operating loss carryovers available to offset future taxable income and can be carried forward indefinitely.

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021 and for the period October 7, 2020 (inception) through December 31, 2020, the valuation allowance increased by $562,453 and $11,279 respectively.

For the year ended December 31, 2021 and for the period from October 7, 2020 (inception) through December 31, 2020 a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows:

	December 31, 2021			December 31, 2020
Statutory federal income tax rate		21.00	%		21.00	%
State taxes
Change in fair value of warrant liabilities and convertible promissory note		4.99	%		0.0	%
Valuation allowance		(25.99	)%		(21.0	)%
Income tax provision		0.0	%		0.0	%

The Company files income tax returns in the U.S federal jurisdiction and is subject to examination by the various taxing authorities. The Company’s tax returns since inception remain open to examination by the taxing authorities. The Company considers Georgia to be a significant state tax jurisdiction.